6-K
Graphex Group Ltd (GRFXF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
CommissionFile Number 001-41471
GraphexGroup Limited
(Translation of registrant’s name into English)
11/FCOFCO Tower 262 Gloucester Road Causeway Bay
HongKong
Tel:+ 852 2559 9438
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒ Form 20-F ☐ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
GraphexGroup Limited.
Form 6-K
TABLE OF CONTENTS
| Item | Page |
|---|---|
| Other Information | 1 |
| Signatures | 2 |
| Exhibit Index | 3 |
OtherInformation:
Graphex Group Limited (NYSE American: GRFX | HKSE: 6128).
Graphex Group Limited (the “Company” or “we”) is an issuer with its ordinary shares listed on The Stock Exchange of Hong Kong Limited (“HKSE”) and has its American Depositary Shares (“ADSs”) listed on the NYSE American LLC stock exchange market. Under the Rules Governing the Listing of Securities on the HKSE (“Listing Rules”), we published an announcement (the “Announcement”) regarding the exercise of conversion rights by holders under convertible notes held by such holders and a next-day-disclosure return regarding such conversion. We are furnishing such Announcement and return as Exhibits 99.1 and 99.2 of this Form 6-K, respectively, each of which is incorporated herein by reference. The furnishing of the Announcement and the next-day-disclosure return in this Report should not be interpreted that the Company deems the aggregate number of shares issued by the Company upon the conversion of the convertible notes is material.
| 1 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GRAPHEX<br> GROUP LIMTED | ||
|---|---|---|
| By: | /s/ Andross Chan | |
| Andross<br> Chan | ||
| Chief<br> Executive Officer | ||
| Date:<br>December 30, 2022 |
| 2 |
| --- |
EXHIBITINDEX
| 3 |
| --- |
Exhibit99.1
HongKong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
Thisannouncement appears for information purposes only and does not constitute any invitation to subscribe for any securities in Hong Kong,the United States or elsewhere, nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied onin connection with, any contract or invitation to subscribe for securities, and is provided for information only. The distribution ofthis announcement may be restricted by law in certain jurisdictions and persons into whose possession the information referred to hereincomes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute aviolation of the laws of any such jurisdictions. Securities referred to in this announcement have not been issued, registered in accordancewith any securities laws and regulations or allowed to be offered to public or to circulate in Hong Kong, the United States, or elsewhere.No representation is made that any such securities will be issued or so registered or allowed to be offered to the public or circulatedin Hong Kong, the United States or elsewhere. Securities may not be offered or sold in the United States absent registration under theU.S. Securities Act of 1933, as amended (the “Securities Act”), or an exemption from registration under the Securities Act.Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from theissuer and that will contain detailed information about the issuer and its management, as well as financial statements.
(Incorporatedin the Cayman Islands with limited liability)
(Stock code: 6128)
CONVERSIONOF CONVERTIBLE NOTES
Reference is made to the announcements of Graphex Group Limited (the “Company”) dated 19 January 2021, 28 January 2021, 29 January 2021, 1 February 2021, 1 March 2021, 15 March 2021, 12 April 2021, 26 April 2021, 10 May 2021, 24 May 2021, 27 May 2021, 7 June 2021, 30 June 2021, 14 July 2021, 21 July 2021, 23 July 2021, 24 August 2021, 10 September 2021, 10 November 2021, 10 January 2022, 16 February 2022, 31 March 2022, 29 September 2022 and 26 October 2022 (the “Announcements”) and the circular of the Company dated 30 June 2021 (the “Circular”) in relation to the Subscription. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Announcements and Circular.
| -1- |
| --- |
CONVERSIONOF CONVERTIBLE NOTES
On 19 December 2022, the Company received a conversion notice from Halabu LLC as Noteholder in respect of the exercise of the Conversion Rights attached to the Convertible Note with the principal amount of US$250,000 at the initial conversion price of HK$0.65 per Ordinary Share, as a result the Company allotted and issued 2,980,769 Conversion Shares to Halabu LLC on 30 December 2022 (the “HalabuConversion”).
On 22 December 2022, the Company received a conversion notice from Komir Limited as Noteholder in respect of the exercise of the Conversion Rights attached to the Convertible Note with the principal amount of US$2,250,000 at the initial conversion price of HK$0.65 per Ordinary Share, as a result the Company allotted and issued 26,826,923 Conversion Shares to Komir Limited on 30 December 2022 (the “KomirConversion” and collectively with the Halabu Conversion, the “Conversions”).
These total of 29,807,692 Conversion Shares rank pari passu in all respects among themselves and with all other existing Ordinary Shares in issue and they represent approximately 4.56% of the total issued Ordinary Shares of the Company before the Conversions and approximately 4.36% of the total issued Ordinary Shares of the Company as enlarged by the allotment and issue of the 29,807,692 Conversion Shares upon the Conversions.
| -2- |
| --- |
EFFECTON THE SHAREHOLDING STRUCTURE OF THE COMPANY
Immediately before the Conversions, the Company has 653,685,380 Ordinary Shares and 323,657,534 Preference Shares in issue. After the Conversions and as at the date of this announcement, the Company has 683,493,072 Ordinary Shares and 323,657,534 Preference Shares in issue. For illustrative purpose only, the shareholding structure of the Ordinary Shares and the Preference Shares (i) immediately before the Conversions and (ii) immediately after the issue of the 29,807,692 Conversion Shares is set out below:
| Shareholders | Immediately<br> before the Conversions | Immediately<br> after the Conversions | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number<br> of Ordinary Shares | % | Number<br> of Preference Shares | % | Number<br> of Ordinary Shares | % | Number<br> of Preference Shares | % | |||||||||
| Chan<br> Yick Yan Andross (Note 1) | 97,920,887 | 14.98 | — | — | 97,920,887 | 14.33 | — | — | ||||||||
| PBLA<br> Limited | 75,123,669 | 11.49 | — | — | 75,123,669 | 10.99 | — | — | ||||||||
| Lau<br> Hing Tat Patrick (Note 2) | 55,215,444 | 8.45 | — | — | 55,215,444 | 8.08 | — | — | ||||||||
| Tycoon<br> Partners Holdings Limited | — | — | 323,657,534 | 100 | — | — | 323,657,534 | 100 | ||||||||
| Halabu<br> LLC | — | — | — | — | 2,980,769 | 0.44 | — | — | ||||||||
| Komir<br> Limited | — | — | — | — | 26,826,923 | 3.92 | — | — | ||||||||
| Other<br> public Ordinary Shareholders | 425,425,380 | 65.08 | — | — | 425,425,380 | 62.24 | — | — | ||||||||
| Total | 653,685,380 | 100 | 323,657,534 | 100 | 683,493,072 | 100 | 323,657,534 | 100 |
Notes:
| 1. | Mr.<br> Chan Yick Yan Andross, an Executive Director and the Chief Executive Officer of the Company,<br> holds 4,204,000 Ordinary Shares by himself and 93,716,887 Ordinary Shares through CYY Holdings<br> Limited, a company wholly owned by him. |
|---|---|
| 2. | Mr.<br> Lau Hing Tat, Patrick, the Chairman and an Executive Director of the Company, holds 7,232,000<br> Ordinary Shares by himself, 46,003,444 Ordinary Shares through LSBJ Holdings Limited, a company<br> wholly owned by him and is interested in 1,980,000 Ordinary Shares held by his spouse. |
| -3- |
| --- |
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings:
| “Ordinary<br> Share(s)” | the<br> ordinary shares of HK$0.01 each in the share capital of the Company |
|---|---|
| “Preference<br> Share(s)” | the<br> non-voting and non-convertible preference share(s) of HK$0.01 each in the share capital of the Company |
| By<br> Order of the Board | |
| --- | |
| Graphex Group Limited | |
| Lau Hing Tat Patrick | |
| Chairman |
Hong Kong, 30 December 2022
Asat the date of this announcement, the executive Directors are Mr. Lau Hing Tat Patrick, Mr. Chan Yick Yan Andross and Mr. Qiu Bin; thenon-executive Director is Mr. Ma Lida; and the independent non-executive Directors are Ms. Tam Ip Fong Sin, Mr. Wang Yuncai, Mr. LiuKwong Sang, Mr. Tang Zhaodong and Mr. Chan Anthony Kaikwong.
| -4- |
| --- |
Exhibit99.2
Next Day Disclosure Return
(Equityissuer - changes in issued share capital and/or share buybacks)
| Instrument: | Equity<br> issuer | Status: | New<br> Submission |
|---|---|---|---|
| Name<br> of Issuer: | Graphex<br> Group Limited (Incorporated in the Cayman Islands with limited liability) | ||
| Date<br> Submitted: | 30<br> December 2022 | ||
| --- | --- |
Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Main Board Rules (the “Main Board Listing Rules”) / rule 17.27A of the GEM Rules (the “GEM Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”)
| Section I | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1.<br> Type of shares | Ordinary<br> shares | Class<br> of shares | Not<br> applicable | Listed<br> on SEHK (Note 11) | Yes | |||||||
| Stock<br> code (if listed) | 06128 | Description | ||||||||||
| Issues<br> of shares<br> <br>(Notes 6 and 7) | No.<br> of shares | Issued<br> shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7) | Issue<br> price per share<br> <br>(Notes 1 and 7) | Closing<br> market price per share of the immediately preceding business day (Note 5) | %<br> discount(-)/ premium of issue price to market price (Note 7) | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Opening<br> balance as at (Note 2) 30 November 2022 | 653,685,380 | |||||||||||
| 1).<br> Conversion of convertibles - bonds/notes <br>Issue and allotment of new shares on 30 December 2022 upon conversion of Convertible<br> Notes <br>Date of changes 30 December 2022 | 29,807,692 | 4.56 | % | HKD | 0.65 | HKD | 0.435 | 49.43 | % | |||
| Closing<br> balance as at (Note 8) 30 December 2022 | 683,493,072 | |||||||||||
| Remarks: | As<br> at 30 December 2022 the Issuer has in issue 683,493,072 ordinary shares listed on SEHK and 323,657,534 non-listed preference shares | |||||||||||
| --- | --- |
| Page 1 of 4 |
| --- |
We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:
(Note 9)
| (i) | all<br> money due to the listed issuer in respect of the issue of securities has been received by it; |
|---|---|
| (ii) | all<br> pre-conditions for the listing imposed by the Main Board Listing Rules / GEM Listing Rules under “Qualifications of listing”<br> have been fulfilled; |
| (iii) | all<br> (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled; |
| (iv) | all<br> the securities of each class are in all respects identical (Note 10); |
| (v) | all<br> documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies<br> have been duly filed and that compliance has been made with other legal requirements; |
| (vi) | all<br> the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance<br> with the terms of issue; |
| (vii) | completion<br> has taken place of the purchase by the issuer of all property shown in the listing document to have purchased or agreed to be purchased<br> by it and the purchase consideration for all such property has been duly satisfied; and |
| (viii) | the<br> trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof,<br> if so required by law, have been filed with the Registrar of Companies. |
Notes to Section I:
| 1. | Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given. |
|---|---|
| 2. | Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to Main Board Rule 13.25A / GEM Rule 17.27A or Monthly Return pursuant to Main Board Rule 13.25B / GEM Rule 17.27B, whichever is the later. |
| 3. | Please set out all changes in issued share capital requiring disclosure pursuant to Main Board Rule 13.25A / GEM Rule 17.27A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories. |
| 4. | The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer’s total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return. |
| 5. | Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”. |
| 6. | In the context of a repurchase of shares: |
| ■ | “issues of shares” should be construed as “repurchases of shares”; and |
| --- | --- |
| Page 2 of 4 |
| --- | | ■ | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “repurchased shares as a % of existing number of shares before relevant share repurchase”. | | --- | --- | | 7. | In the context of a redemption of shares: | | --- | --- | | ■ | “issues of shares” should be construed as “redemptions of shares”; | | --- | --- | | ■ | “issued shares as a % of existing number of shares before relevant share issue” should be construed as “redeemed shares as a % of existing number of shares before relevant share redemption”; and | | ■ | “issue price per share” should be construed as “redemption price per share”. | | 8. | The closing balance date is the date of the last relevant event being disclosed. | | --- | --- | | 9. | Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. | | 10. | “Identical” means in this context: | | ■ | the securities are of the same nominal value with the same amount called up or paid up; | | --- | --- | | ■ | they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and | | ■ | they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. | | 11. | SEHK refers to Stock Exchange of Hong Kong. | | --- | --- |
| Page 3 of 4 |
| --- |
Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under Main Board Rule 10.06(4)(a) / GEM Rule 13.13(1).
The issuer has Purchase report or additional information for issuer whose primary listing is on the Exchange Not applicable
| Submitted<br> by: | Kwok Ka Hei |
|---|---|
| (Name) | |
| Title: | Company<br> Secretary |
| (Director,<br> Secretary or other Duly Authorised Officer) |
| Page 4 of 4 |
| --- |